XAI Floating Rate & Alternative Income Trust SC TO-I/A, filed Oct 20, 2026
XAI Floating Rate & Alternative Income Trust (XFLT)
XAI Floating Rate & Alternative Income Trust’s tender offer was oversubscribed, with approximately 7,331,021 common shares validly tendered and purchases prorated. Accepted shares will be purchased at 98% of NAV based on the NYSE close on October 20, 2026. AI summary
As filed with the Securities and Exchange Commission on October 20, 2026.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
XAI Floating Rate & Alternative Income Trust
(Name of Subject Company (issuer))
XAI Floating Rate & Alternative Income Trust
(Name of Filing Person (offeror))
Common shares of beneficial interest,
par value $0.01 per share
(Title of Class of Securities)
98400T304
(CUSIP Number of Class of Securities)
Benjamin D. McCulloch, Esq.
XAI Floating Rate & Alternative Income Trust
321 North Clark Street, Suite 2430
Chicago, IL 60654
(312) 374-6930
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Kevin T. Hardy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
320 South Canal Street
Chicago, Illinois 60606
| ☐ | Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this statement relates:
| ☐ | third party tender offer subject to Rule 14d-1 |
| ☒ | issuer tender offer subject to Rule 13e-4 |
| ☐ | going-private transaction subject to Rule 13e-3 |
| ☐ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer.
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) originally filed with the Securities and Exchange Commission by XAI Floating Rate & Alternative Trust (the “Trust”), on September 18, 2026 in connection with the offer by the Trust (the “Offer”) to purchase up to 1,903,861 (approximately 12.5%) of its issued and outstanding common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), in exchange for cash at a price equal to 98% of the net asset value (“NAV”) per Common Share (the “Purchase Price”) determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”), the principal market on which the Common Shares are traded, on the business day immediately following the day the offer expired (the “Pricing Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 18, 2026 (the “Offer to Repurchase”), and in the related Letter of Transmittal.
Only those items amended or supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 1 does not modify any of the information previously reported in the Schedule TO. The information which was previously filed with the Schedule TO, including the exhibits thereto, is hereby expressly incorporated by reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent provided herein. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase, the Letter of Transmittal, and the other exhibits attached to this Amendment No. 1 and the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof:
On October 20, 2026, the Trust issued a release announcing the preliminary results of the Offer, which expired at 11:59 p.m., Eastern Time, on October 19, 2026. A copy of such release is filed herewith as Exhibit (a)(5)(ii) and is incorporated herein by reference.
| Item 12(a). | Exhibits |
| (a)(1)(i) | Offer to Purchase, dated September 18, 2026** |
| (a)(1)(ii) | Form of Letter of Transmittal.** |
| (a)(2) | None. |
| (a)(3) | Not Applicable. |
| (a)(4) | Not Applicable. |
| (a)(5)(i) | Press release issued on September 18, 2026** |
| (a)(5)(ii) | Press release issued on October 20, 2026* |
| (b)(i) | Credit Agreement between the Trust and BNP Paribas SA(1) |
| (d)(i) | Standstill Agreement, dated July 27, 2026, by and between the Trust and Bulldog Investors, LLP (the “Standstill Agreement”)** |
| (d)(ii) | Amendment No. 1, dated August 6, 2026, to the Standstill Agreement** |
| (g) | None. |
| (h) | None. |
| * | Filed herewith. |
| ** | Previously filed with the Trust’s Schedule TO-I on September 18, 2026. |
| (1) | Incorporated by reference to the Trust’s Current Report on Form 8-K filed on March 26, 2025. |
| Item 12(c). | Filing Fees |
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| XAI Floating Rate & Alternative Income Trust | |||
| By: | /s/ Benjamin D. McCulloch | ||
| Name: | Benjamin D. McCulloch | ||
| Title: | Secretary | ||
| Dated: | October 20, 2026 | ||
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Exhibit Index
| (a)(5)(ii) | Press release issued on October 20, 2026 |
4
Exhibit (a)(5)(ii)
XAI Floating Rate & Alternative Income Trust Announces Expiration and Preliminary Results of Voluntary Tender Offer
CHICAGO, October 20, 2026 - XAI Floating Rate & Alternative Income Trust (NYSE: XFLT) (the “Fund”), announced today the preliminary results of its Tender Offer (the “Tender Offer”), which commenced September 18, 2026, and expired at 11:59 p.m., Eastern Time, on October 19, 2026. The Tender Offer was for up to 1,903,861 (approximately 12.5%) of the Fund’s outstanding common shares of beneficial interest, par value $0.01 per share (“Common Shares”).
Based on the preliminary results shown below, because the Tender Offer was oversubscribed, the number of Common Shares that will be purchased from each shareholder is expected to be prorated based on the number of Common Shares properly tendered. The purchase price of properly tendered and accepted Common Shares for the Fund will be 98% of the Fund's net asset value (“NAV”) as of the close of regular trading on the New York Stock Exchange on October 20, 2026. The below-indicated results are based on preliminary information, are subject to adjustment and should not be regarded as final.
Based on the preliminary count by Computershare Trust Company, N.A. the depositary for the Tender Offer (the “Depositary”), a total of approximately 7,331,021 Common Shares were validly tendered and not withdrawn at the purchase price at the Fund’s next determined NAV, anticipated 5:00 p.m. Eastern Time on October 20, 2026. The Fund expects to announce the final results of its Tender Offer, including the pro-ration factor, if applicable, on or about October 21, 2026.
Questions regarding the Tender Offer may be directed to Okapi Partners LLC, the Information Agent for the Tender Offer, who can be reached at the toll-free number (877) 796-5274.
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About XA Investments
XA Investments LLC (“XAI”) is a Chicago-based firm founded by XMS Capital Partners in 2016. XAI serves as the investment adviser for two listed closed-end funds, an interval fund, and a tender offer fund. The listed closed-end funds, the XAI Floating Rate & Alternative Income Trust and XAI Madison Equity Premium Income Fund both trade on the New York Stock Exchange and the interval fund and tender offer fund, XAI CLO & Income Opportunities Fund and Evanston Multi-Alpha Fund are both available via direct subscription and through select broker/dealers and wealth management platforms.
In addition to investment advisory services, the firm also provides investment fund structuring and consulting services focused on registered closed-end funds to meet institutional client needs. XAI offers custom product build and consulting services, including product development and market research, marketing and fund management.
XAI believes that the investing public can benefit from new vehicles to access a broad range of alternative investment strategies and managers. XAI provides individual investors with access to institutional-caliber alternative managers. For more information, please visit www.xainvestments.com.
About XMS Capital Partners
XMS Capital Partners, LLC, established in 2006, is a global, independent, financial services firm providing M&A, corporate advisory and asset management services to clients. It has offices in Chicago, Boston and London. For more information, please visit www.xmscapital.com.
About Rockford Tower Asset Management
Rockford Tower Asset Management, L.L.C. is a wholly owned subsidiary of King Street Capital Management, L.P. (“King Street”) and an affiliate of Rockford Tower Capital Management (“Rockford Tower”). Rockford Tower, King Street’s dedicated CLO, CBO and SMA platform, was formed in 2017. Rockford Tower has over $14.7 billion of assets under management as of September 30, 2026, across 19 U.S. CLOs and 10 European CLOs, one CBO transaction and one SMA. In addition, Rockford Tower has traded over $99 billion of loans as of December 31, 2025.
About King Street Capital Management
King Street is a global alternative investment firm founded in 1995 that manages $30.9 billion in assets across public and private markets. The firm marries rigorous fundamental research with tactical trading and differentiated sourcing capabilities to identify investment opportunities across asset classes, up and down the capital structure. For more information, please visit www.kingstreet.com.
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XAI does not provide tax advice; please consult a professional tax advisor regarding your specific tax situation. Income may be subject to state and local taxes, as well as the federal alternative minimum tax.
Investors should consider the investment objectives and policies, risk considerations, charges and expenses of the Trust carefully before investing. For more information on the Trust, please visit the Trust’s webpage at www.xainvestments.com.
This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.
| NOT FDIC INSURED | NO BANK GUARANTEE | MAY LOSE VALUE |
Paralel Distributors, LLC - Distributor
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Media Contact:
Kimberly Flynn, President
XA Investments LLC
Phone: 888-903-3358
Email: KFlynn@XAInvestments.com
www.xainvestments.com